{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-324853","form_type":"8-K","ticker":"ZTS","cik":"0001555280","company_name":"Zoetis Inc.","filed_at":"2025-12-18T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.728143+00:00","generated_at":"2026-05-16T12:44:14.621650+00:00","sec_items":["1.01","2.03","3.02","7.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Zoetis issues $2B of 0.25% convertible notes due 2029; proceeds for stock buyback and capped calls","bullets":["Aggregate principal $2.0B (including $250M option exercised); 0.25% semi-annual interest; matures June 15, 2029.","Initial conversion price ~$148.20/share, representing a 22.5% premium to December 15, 2025 closing price.","Capped calls with six counterparties cover ~13.5M shares; cap price $211.715/share to offset dilution.","Net proceeds ~$1.9696B: $186.6M for capped calls, $248M for concurrent share repurchases, remainder ~$1.535B for additional buybacks by Q1 2026.","Existing $6B share repurchase program used; technical provision in revolving credit facility waived to permit early conversions."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-324853","json":"https://secwatch.observer/filing/0001193125-25-324853.json","markdown":"https://secwatch.observer/filing/0001193125-25-324853.md","text":"https://secwatch.observer/filing/0001193125-25-324853.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:44:14.621650+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d8f050fd0e172a6524a131de24d74875ab6ae99d","claim":"Zoetis Inc. incurred convertible notes of $2.0 billion at 0.25% per year maturing June 15, 2029.","evidence_excerpt":"buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$2.0 billion"},{"label":"Rate","value":"0.25% per year"},{"label":"Maturity","value":"June 15, 2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"43c5ee743f4f10c4891e513cf57cc72af150d0a0","claim":"Zoetis Inc. issued convertible note to Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers for $2.0 billion aggregate principal amount.","evidence_excerpt":"buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Purchaser","value":"Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers"},{"label":"Consideration","value":"$2.0 billion aggregate principal amount"}],"fact_type":"equity_issuance"},{"claim_id":"ab7cb5a3b5baa5a5454ca6bb20b4c1c3efa0eab1","claim":"Zoetis Inc. entered into Indenture with Deutsche Bank Trust Company Americas valued at $2.0 billion (effective 2025-12-18).","evidence_excerpt":"The Notes were issued pursuant to an indenture, dated as of December 18, 2025 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Deutsche Bank Trust Company Americas"},{"label":"Value","value":"$2.0 billion"},{"label":"Effective","value":"2025-12-18"}],"fact_type":"material_agreement"},{"claim_id":"f7ffa123346bd2f40ec9e5629e0af57aa3ec7146","claim":"Zoetis Inc. entered into Purchase Agreement with Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC valued at $2.0 billion (effective 2025-12-15).","evidence_excerpt":"The Notes were sold in a private placement under a purchase agreement, dated as of December 15, 2025 (the “Purchase Agreement”), between the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers named therein","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC"},{"label":"Value","value":"$2.0 billion"},{"label":"Effective","value":"2025-12-15"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}